Amp it up
by Phantom Rottweiler
Summary: Ben and the gang save an innocent looking boy whom carries electric guitar. Soon the trio learns the cold hard truth about hero work. Warning: Language.
1. Chapter 1

**DISCLAIMER: **I have nothing to claim except the OC.

WARNING: language. New character - character death.

AMP IT UP

Yet another slow day for Ben, Gwen and Kevin as they sat in Kevin's Camaro in the parking lot of Mr. Smoothie. So far it's been an unusually quiet summer where nothing out of the ordinary happened…but with the trio out of the ordinary was an everyday occurrence.

"It's been too quiet recently…" Gwen uttered from the backseat with Ben and Kevin staring at each other; their look the least bit aggressive as they seemed to get lost in the others eyes.

"I know…" Ben couldn't help but utter in response "…times like this kind of make me wish it was like the old times, you know, battle after battle with barely enough time to catch our breaths between 'em"

Another wave of silence filled the car. Whether anybody admitted it or not, they all a had to agree with Ben's point of view; sure it was chaotic at times, but deep down they all missed the good old days.

A light shrieking scream brought the trio from their trance like state; looking around, Ben found then pointed out a boy roughly his age dressed in all black clothing, long black hair with an electric guitar slung over his shoulder running in obvious fear. "Cash…" Bens tone dropped witnessing Cash giving chase to the boy.

The boy turned back long enough to see how close Cash was, looking the way he was running, the boy lost his balance and tripped over his own feet sending him toppling over with a yelp; the yelp turned to whimpers as he curled up into a ball with Cash close enough to smell the fear coming from the boy. _This is it_…the boy thought catching a quick glimpse of Cash's fisted hand coming right for his face.

Nothing. The boy forced himself to look. Cash seemed frozen in place behind a bright pink energy shield - his knuckles flat against the barrier.

"Tennysons!"

"Leave him alone Cash" Ben shouted kneeling down putting his hand gently against the new boys shoulder "You all right kid?" with this the kid nodded with large puppy dog eyes that seemed to melt even Kevin's heart.

"Who's going to make me? 'Cause I don't see that brainless buffoon here to protect you two…"

"Oh, that brainless buffoon whom owns the car you pushed down the hill and into a tree?" Cash's eyes grew wide feeling Kevin's hot breaths on the back of his neck. Cash instantly took off with Kevin stomping directly behind. Gwen let the energy shield dissipate before she walked over to Ben and the new boy.

Ben and Kevin watched as the new kid - sitting on the hood of Kevin's car - tuned his guitar until one note sounded perfectly in line with the next higher. The boy winced slightly as Gwen placed a bright blue band-aid on his cheek. From that slight winch, Ben noticed the boys pale blue eyes that were warm and cold at the same time.

"Your last name is Tennyson, right?" the boy asked glaring between Ben and Gwen

"Yup" Gwen nodded with a slight smile "I'm Gwen, that's Ben and Kevin Levin over there"

"I'm Dominick, but I go by Hornet. Do you have any relation to the great Max Tennyson?" with this the cousins stared blankly at the boy.

"Max is our grandpa…" Ben's tone turned surprised as the boy smiled wide enough for it to stretch ear to ear.

"You mean my hero is your grandpa? How cool is that?"

_X_

"Grandpa, you home?" Ben called out climbing up into the Rustbucket, a slight grin crept across his face as Max turned back from the sink.

"Ben…what brings you around?" Max's face told of delight and joy

"Grandpa, we met a new kid earlier. Says you're his biggest hero" Ben couldn't keep from chuckling slightly at the humor of the situation. Both moved to the front of the RV and sat in the front seats.

"Boy does this bring back memories" Max trailed off gripping the steering wheel in his hands "Remember five years ago when we took the summer trip that changed our lives forever?"

"How could I forget? Vilgax, Six-six, Hex and Charmcaster…everyday was a new adventure with my grandpa and goofy cousin" Ben laughed remembering everything with an eerie silence falling upon them.

"I know I've said it before, but I'm proud of you kids. You've grown up a lot since then and I'm glad to brag that I've got grandkids like you two. So, who's the new kid that idolizes me?"

"Says his name is Dominick, goes by the nickname…"

"Hornet…" Ben and Max glared at each other - both daring to say something but not sure if they should.

Before Ben could say anything, Max broke the silence "Carries an electric guitar slung over his shoulder?"

"Yeah, how'd you know?"

"Ben…" Max's tone lowered and intensified "…listen very carefully; you, Gwen and Kevin need to put as much distance as possible between you guys and that kid. Don't go saying anything about Plumbers or the Omnitrix or let him see anyone's power"

"He saw a hint of Gwen's powers earlier when we saved him from Cash"

"Ben; when you get home, tell Gwen and Kevin to stay away from that kid"

"What? He can't be all that bad, sure he's a little strange, but he doesn't look like he could possibly pose any threats we can't handle…"

"Wrong Ben! Hornet is way out of your league…damn, even out of my league…" hearing this Ben instantly leapt up and took a step back while holding a demanding finger at Max

"GRANDPA! What aren't you telling me?"

"Trust me Ben. This is one of the rare times when the less you know the safer you are. Hate me if you see fit, but I'm doing this for everyone's best interest."

_X_

Max stared at a hide-away computer screen in the back of the Rustbucket; on the screen, a man appearing to be something of a brother to Max wiped the stress from his face.

"Max…" the man's rough voice was grating through the speakers "…you're sure about this?"

"Of course"

"I can't say that I'm thrilled of the idea of a semi-retired Plumber leading the team in something this dangerous, but you're record seems to justify the action"

"What about Be…?"

"Absolutely not! He's already been compromised; he'll just get in the way. You've got your orders; stick to them"

"Okay"

"And Max?"

"Hunh"

"Be careful…I don't want to loose my older brother"

The screen went black; Max sighed while running his hand through the countless gray-white-silver hairs on his head.

[ _to be continued ]_


	2. Chapter 2

**DISCLAIMER: **Still have nothing to claim.

CHAPTER 2

The trio sat in Kevin's car again in the parking lot of Mr. Smoothie; all three watching as Dominick - surrounded by six girls and several guys - played his guitar, each note ringing clearly in the evening skies. A slight sigh from Gwen broke the silence.

"Six twenty-three, Gwen sighs" Kevin muttered jotting the event on a notepad followed by a slight chuckle. "I don't know…" he started slowly "…is your grandpa sure of this? He doesn't seem all that bad…"

"That's what I told him" Ben shook his head before bringing his hand up to rub the bridge of his nose. "Besides, if Max is his greatest hero, then he should already know about the Plumbers and the Omnitrix. So why are we keeping away from him?"

Another round of silence. All three watched as one of the girls - a cute black haired girl - leaned in giving a quick cheek kiss to Dominick; almost instantly his cheeks flushed a pinkish red as a quivering smile waves across his face. Still he played unphased.

"Guys?" Gwen asked from the back seat "Do the bad guys blush when they get kissed?"

_X_

Ben pushed the door to his room open; made a straight line to his closet while taking off a deep green towel from around his mid section.

"Hey Kevin" his hand touched the knob to the closet door just before he spun around drawing the towel over a place that he wanted to keep hidden. "_KEVIN_!"

"Sup?"

Ben pointed to the door while using his other arm to keep the towel in place. "Get out of here pervert…" with this Kevin stood and came within breathing distance of the younger whom backed away until his back came into contact with the wall. "Will you get out of here already!"

Kevin huffed; turned and exited the room closing the door behind him; Ben following to make sure the lock engaged. He quickly slipped into a pair of under-shorts and a pair of blue jeans before unlocking the door. Moments ago the brunet emerged from a much needed piping hot shower that rinsed all his stresses away; now everything returned in full force. Almost instantly Kevin came back in - evidently trying to keep from laughing hysterically.

"Ben…" he retorted staring Ben eye to eye "…I did some research on that new kid"

"What'd you find?" the younger asked slipping into a dry clean shirt

"He's one bad, bad, bad kid. Wanted by the Plumbers; the Highbreed are under order to kill him if he's found. Seven-seven has his name at the very top of his 'bingo book'…immediate execution no questions asked" a pause of silence filled the room as Kevin brought his hands to Ben's shoulders "Dude; Max was right, we've got to stay away from him…I…just can't…" his voice broke with the onslaught of tears "…I just can't risk loosing you; you're too important; without you I'd be lost" Kevin broke down bringing Ben into a firm hug, unsure of what to do, Ben slowly tapped Kevin's back.

_X_

Ben walked as fast as possible in the crowded hallway of the school; his main objective was to slip past Dominick without being caught. _So far so good…_Ben's mind broke into his ears as he neared the class room _just a little further_…

"Ben, hey Ben, wait up" _shit_! Slowly Ben turned to find Dominick running as fast as possible to him "Ben, you want to come over after school? There's something really, really cool I want to show you" the boy with the guitar still slung over his shoulder seemed all to anxious about something

"I'm not trying to ditch you or anything, but I've got soccer practice after school so today's not that great. Is tomorrow okay?"

"Yeah, sure, absolutely. Tomorrow is perfect for me if it's not going to interfere with anything you've got going"

"Okay then, I'll see you tomorrow"

"All right then buddy, see you tomorrow after school" with this Dominick darted off leaving Ben with more questions than answers as to what he could possibly want with him.

Dominic glared over the soccer field; with a deep sigh, he turned and left the empty field - his eyes telling of taking an emotional stabbing. _Again! _he thought to himself _why doesn't anyone ever want to be around me? That's it; I tried being nice, now it's time to lay down the law!_ With this, he slung the guitar around and plucked a low power-chord that waved in every direction.

_X_

Ben roamed the park. Much to his surprise, he were the only one there. Basketball courts; tennis courts; the swings; the slides; even the restrooms; all remained eerily vacant and void of life.

Instantly Ben yelped out as two strong hands gripped between his shoulders and neck "The master wishes your company…" Ben had to find a way to peek behind to find Kevin - blank faced - narrowing his focus.

"Let me go!" Ben yelled as they entered a dimly lit room, before he knew it, Kevin forcefully threw him to his knees as a something in the shadows moved.

"Company, as you wished, sir" Kevin announced taking a step back with Ben forcing his focus on the movement.

"Very good; onto your tasks muscles" a voice pierced the space, with a nod Kevin turned and left. Still aching, Ben cleared his mind until he remembered whom the voice belonged to.

"You lied to me Benjamin Tennyson" Dominick scowled stepping into the light; Ben turned shocked seeing Dominick's eyes glowing bright blue with his hair standing almost on end "You told me you had soccer practice yesterday after school, but when I went there to watch, guess what I found?"

Ben shrugged unsure of how to react. Indeed he was caught in his own lie and he knew it. Instantly it dawned on him the exact reason why Max told him to keep a good distance, that moment he realized the kid was just plain whacko.

"I found NOTHING! You left me staring at nothing but an empty field. Damn it Benjamin, I hoped we were becoming friends…but I guess I was wrong!" Dominick paced back and forth; Ben watched before giving a quick sleuth glance to the Omnitrix.

"Dom, buddy…"

"Don't Dom buddy me Mr. Perfect. You know what I wanted to show you? Do you know what could have been so important that I wanted to show you?" again Ben shrugged "Typical hero's; always so busy saving the world that they don't care about anything else that anybody does"

_This isn't working, I have to find a new way_ Ben thought to himself as Dominick knelt down, a faint trickle of tears gleaming in the low light.

"Okay Dom…Hornet. I'm sorry about lying like that, and putting you in this situation; you've got my attention, what do you want?"

"What do I want? _WHAT DO I WANT_? I wanted to show you Benjamin. I wanted to be the first one to tell you I was going straight; so I could be like Max Tennyson and you, your cousin Gwen and even Kevin. I wanted you to see what I did, I wanted someone to be proud…of me!" here he leapt up whipping the guitar around with one hand on the fret board and the other ready to pluck the strings "But since nobody want's to, I'll have to make 'em"

"Whoa…wait…hold on for a second…" Ben barked leaping back with his hands at chest height; Dominick glared at him with a suspicious look "Let's take a few minutes, stop and catch our breaths, gather our thoughts, maybe grab a smoothie and we can talk this out. It doesn't have to be like this; we could go back to normal, we could become friends like you want, we could put this whole ugly mess behind us…"

A series of plasma bursts rang out; Ben instinctively ducked and covered as the projectiles whizzed past him. Looking back, he found hundreds of Plumbers lead by Grandpa Max swarming; ahead of him, Dominick dropped to his knees before falling flat against his back.

"Hornet" Ben shouted leaping up and ran directly to the fallen kid.

"He…here Ben…Benjamin" Dominick coughed red while reaching a shaky hand into his pocket "…take this, this is…" another cough "…what I wanted to show you…" his words faded as Ben gently gripped the folded paper.

Seconds turned to hours as Dominick's body fell limp; his last drawn breath was the only sound Ben clearly heard over the thunder of hundreds of pairs of boots clomping to them.

_X_

A gentle knock at the door. Ben turned a low glaring eye as Gwen and Kevin entered into his darkened room - the normally spunky teen with toxic green eyes sat on the corner of his bed as the others hesitantly approached.

The better part of a week had passed; each day that drugged along meant Ben slipped further and further out of sync not only with the world but himself. A lack of sleep was evident by dark almost black bags under his eyes and his normally neatly kept hair now spiked in various directions. Slowly he looked up as Gwen softly put her hands on his shoulders; making eye contact Ben quickly looked down and away.

"Come on Ben. Don't do this to yourself." her tone was soft, almost silent. With this Ben merely sighed.

"I just don't know anymore…" he trailed off shaking his head slowly.

[ _to be continued ]_

* * *

A/N: Okay, folks, before ya'll start your firebombs, I tried making the psycho boy OC Dominick's demise as un-gory and as un-violent as possible...man it sucks having to kill off my own OC...but it makes things interesting for the next chapters. Got-ya interested, hunh?

And...thank you to everybody whom reviewed. Respect to you.


	3. Chapter 3

**DISCLAIMER: **You know what I'm going to say.

CHAPTER 3

BAM; BAM; BAM.

Max bolt up in bed. His eyes quickly adjusting to the pitch black interior of the Rustbucket he caught glimpses of something moving. Clicking on a flashlight, panned the beam of light around to find Ben - a level nine plasma inverter alien tech riffle in a tight but loose grip - looming over him.

"Ben!" Max demanded; his words un-phasing the young hero as he remained steadfast in his stance and chilling glare with eyes that had no warmth or soul. "Ben; what are you doing!" this time his tone turned from demanding to mortally curious as Ben lowered the weapon until it pointed to the floor; seeing his chance, Max leapt up and with full force behind the momentum of his weight, sumo-slammed Ben to the floor.

Ben sat up and yawned. His eyes fluttered open as he attempted to stretch, only then he realized he was restrained with energy cuffs - with a black strap around the Omnitrix as an added safety precaution.

"What…what the hell!" his face twisted with worry as he glared around to find three concrete walls with a blue energy shield gate separating his cell from the others.

"Well, well, well…" the voice made Ben cringe; it was the voice that haunted his dreams, even without looking back, he knew Kevin stood on the other side of the energy shield "…I thought I'd never see the day when my little Benji gets thrown in prison…" this was followed by a cackling howl of laughter. Out of instinct, Ben looked away while concealing a growing pout.

"Ease off Kev…" Gwen's voice forced Ben to look back, instantly he noticed her standing with her hands on her hips and a worried look on her face "…I'm sure he's got a good reason for sleepwalking and trying to kill grandpa in his sleep…what am I saying!"

"For doing _WHAT_!" Ben snapped while leaping up as best as possible.

"Grandpa said you broke into the Rustbucket at like, two this morning and took aim with a…"

"Level five alien tech"

"…right, Ben…what were you thinking?"

"I didn't do it!"

An eerie silence fell upon the small group.

"So you don't remember doing it?" Gwen asked lowering her head with a massive headache coming on strong, in response, Ben stared Kevin eye to eye.

"No I don't remember doing it! I would never do that; not to you or you, or grandpa, or even Verdona…hell, not even the Highbreed!"

"He's just as confused as we are" Kevin muttered; everyone turned to him for clarification, he methodically raised his left hand to his left eye. "Built in lie detector isn't giving off any buzzes. I don't think he knows anything about this"

_X_

"Ben. Don't take this the wrong way, but you look like crud…" Gwen - standing next to Kevin stared Ben down as they stood in the parking lot of Mr. Smoothie. The better part of a week had passed since that early morning wake up call for Max; every passing night, she and Kevin worried about what the younger could possibly do if they weren't keeping tabs on him.

"I'm going to get us some smoothies" Ben muttered sulking away; both watching as he took his place in line.

Ben had been in line for only a few moments before Gwen and Kevin heard the heart stopping, attention grabbing, 'retract the claws' commotion of Ben taking a step back and holding a demanding finger at the innocent employee.

"What do you mean you're out of strawberry!" Gwen and Kevin gave the other a quick glance before trotting over as Ben raised his right hand ready to strike the Omnitrix "If I don't get a freaking kiwi-strawberry smoothie right now I…I'll…" his words were interrupted by Kevin pulling him away towards the car.

"Come on Tennyson; supply truck broke down somewhere, nothing you can do about it"

"HANDS OFF KEV! I'm in no mood for your shit!"

"Ben?" Gwen - as best as possible - tried her chance at diffusing the situation

"Can it princess! It's always the same thing with you. Ben this, Ben that, can't you spend even five seconds without meddling in my life!" with this Ben turned to leave, before he could make two feet, Kevin reached out gripping the back of his jacket.

"BEN! Don't you ever repeat what you just said to us. Whatever's got you so pissy just get over it already" Ben's jaw tightened as his eyes narrowed.

Time stood still; Gwen could only watch in horror as Ben whipped around grabbing Kevin by the throat slamming him back first against the hood of the Camaro.

"You want to sip dinner through an iron straw for the rest of your life? Keep it up!" Ben's tone was cold. Deadly cold. This wasn't Ben; it wasn't even an evil Kevin.

"Don't make me do it Ben!" Gwen demanded, he turned to find her with pink aura hands ready to strike, in this moment of uncertainty Kevin used the car to his advantage as he turned completely metal - mirroring the car's paint scheme.

SWOOSH. Gwen and Kevin stared astonished as Spider monkey shrieked while darting off.

_X_

The abandoned bus station remained dark and silent with the exception of Kevin, Gwen and Max stepping lightly.

"Leave me be" Spider monkey called out from the pitch blackness beyond the glow of Gwen's energy light. A slight rustling. Kevin prepared to charge but Max moved his arms in front of the kids.

"Ben? Come on out, let's talk about this" Max's tone never sounded so firm but comforting as he took three steps ahead and knelt down by a stack of boxes haphazardly arranged. " I want to help you, but I can't until I know what's wrong."

"You want to know what's wrong?" the light voice pierced the stillness "You should already know. If you hadn't of shown up when you did. Damn it, I had leverage on him, I was just about to get him back into reality…"

"I'm sorry. Is that what you wanted to hear? I should have held the order until I knew for a fact that you couldn't get through to him…but I screwed up. If you're going to blame someone, let it be me"

A faint glow of two green dots; to everyone's surprise, Spider monkey slowly crept out from behind the boxes so his head was in full view.

"I should have trusted that you could work your magic before he detonated"

"He wanted to go straight so he could be like his hero…you! Sure he would have done time in Plumbers Jail, but that would be the first step on the path of reform. This…" Spider Monkey spoke reaching into a tuft of fur retrieving a folded slip of paper "…look at this and ask yourself, was it really worth it?"

Max took the slip of paper, unfolded it and stared blankly with Gwen and Kevin gathering around; on the paper an artistic rendition of Max, the cousins and Kevin with Dominick in the middle.

Utter silence. Everyone wanting to say something but none daring to. By now Spider Monkey stood within arms distance; seeing his chance, Max reached over pulling the odd alien being as close as possible - Ben offering no resistance to the motion. With this tears crested his eyes.

"Being a hero isn't always about getting all the glory, there are those times when something like this comes up, and the only thing you can do is absolutely nothing except keeping it from taking over your life. Does that make any sense?"

WHOOSH. Ben - in his normal state - looked Max eye to tear latent eye; instantly he pounced wrapping his arms around the elder. There was only one thing he could manage to sob.

"Grandpa"

[ _to be continued_ ]


	4. Chapter 4

**DISCLAIMER: **yeah, yeah; bla-bla-bla no credit, bla-bla-bla MOA owns this stuff…boring!

CHAPTER 4

"Ah-ha, Hm, ah…hunh" Cooper watched as a dozen or so electro-mechanical parts hovered before him. In the dark confines of his lair he felt secluded…no, safe from the world; this was the one place he could just be himself without anybody ragging him about it.

"Cooper?" the voice made him loose track everything as the metal parts clattered against the table. Even without turning back, he knew his secret crush was there, in his lair, with him.

"My fair maiden of the Gama quadrant, to what do I owe this absolute honor…" he turned back not surprised to her, yet surprised to see Kevin and Ben with her.

Something caught Cooper's eye, it was held in Kevin's hand. Instantly, Cooper's eyes widened as he realized what it was.

"That…that's the Sward of Ogre…how…when…_you have it_!" he couldn't help but stumble over his own words seeing the electric guitar in the elder's hand. With this, Kevin gave Cooper a confused look before raising the instrument for a closer look.

"Coop, I think you've spent a little too much time role playing…this is just an electric guitar…nothing more"

"No, watch…" Cooper gently took the instrument and laid it string side down on the table; everyone watched as he focused with hands just above it's back plate. A faint click, a loud hiss; the back plate opened revealing a circuit board of neon blue lines and odd looking parts.

Ben leaned in close with Gwen and Kevin looking over his shoulders.

"Level nine alien tech…no wonder why it would be in a guitar…something this hot has to be well hidden in something so unpresuming" Kevin mumbled scratching his head

"Do you know what it even does?" Ben couldn't help but ask as he drew a complete blank, Kevin shrugged before Cooper stepped into the conversation.

"It's a hypno-transmitter"

"A what?"

"A hypno-transmitter. It emits an ultra sonic thirty seven million hertz frequency that impedes conscious thought processes. One _twang_ of the strings and you're nothing more than willing puppets. This thing is only operable under the control of a telepath, so there's a chance you'll find an alien race that can read your minds"

"That's why he was able to hypnotize Kevin into bringing me to him...he's a telepathic alien"

"Man what I wouldn't give to have this thing" Cooper commeted sheepishly.

Ben grinned ever so slightly, even without a single word, Gwen and Kevin knew he were up to something.

"Keep it. I don't have a use for it" Before Ben could finish speaking Cooper's eyes grew large.

"No way! You keep it. This baby here is so hot that everyone's going to want to get their hands on it, which means I don't want it or the trouble it'll bring!" Cooper picked up the guitar and handed it with a powerful thrust back into Ben's hands.

"But you just said…"

"Forget what I just said, take it and lock it away forever!" with this he turned to Gwen "You know that I love you…but you all don't have to go home, but you got to get the hell away from here with that thing!"

The car ride remained silent of conversation as they pulled into the parking lot of Mr. Smoothie. Kevin kept focused on parking the car, Gwen stared out the window and Ben sighed with the instrument at his side in the back seat. The humming engine silenced as Kevin removed the key from the ignition switch.

"Okay. What are we going to do with this thing?" Ben finally broke the silence, neither Gwen nor Kevin giving him so much as a glance. "I don't need it; Cooper doesn't want anything to do with it, we know what it is and does so we can't just hock it off on someone else"

Whether it was luck or fate, nobody knew for sure. But one thing was certain; their decision of what to do with the instrument was made that moment.

_X_

Kevin, Gwen and Ben leapt up and off a large cushy couch the very second they realized they weren't in Kevin's car; even the electric guitar remained on the couch. The room was large, moderately lit; deep crimson carpeting that lined the floor matched curtains lining the only window on the opposite wall of the only door. Slowly Kevin relaxed and started chuckling forcing the cousins to give him a questioning glare.

"Guys…guys, relax. I know what's going on" he smiled "We don't have anything to worry about"

"We don't have anything to worry about! We've just been abducted" Gwen said matter of factly while shaking her head.

"Trust me, you'll like these people"

As though on cue, a tall woman entered into the room, in her hands was a silver serving tray with three glasses of thick white liquid and a large platter of assorted cookies.

"Please enjoy a snack while he is finishing his current business" she spoke with a slight smile while placing the tray on a small coffee table. With this she left the trio alone.

Ben and Gwen stared at Kevin whom reached out picking up a cookie the diameter of a CD "See, I told you there's nothing to worry about. Now, Ben, um, it would be best if you avoid going hero. Just be respectful and if you're stuck about something, follow my lead. Oh, yeah, that goes for you too Gwen"

As the trio talked the door slowly slid open exposing a tall man with deep blue clothing, a velvet lined cape and a small green jewel affixed around his right upper arm - the jewel oddly enough was the same shade of green as Bens eyes and Kevin's car.

"Kevin, my boy" The man gleefully shouted drawing everyone's attention. Looking back, Kevin grinned "I must thank you again for that jam-box, I just haven't been able to stop listening to it since you gave it to me three hundred years back" Kevin and the man shook hands.

"Emperor Kataiq…how have you been?"

"Fine, just fine my boy, and yourself?"

"Can't complain. Who'd listen to it if I did?" both let a slight laugh slip out before Kevin turned to the cousins whom stood nervous and seemingly on edge about everything.

"My name is Emperor Kataiq of Quintaro Tragus IV"

"That is Ben and Gwen Tennyson of Earth, friends of mine"

"And a friend of Kevin is a friend of mine" Kataiq gleamed shaking the hands of the cousins before all four sat down.

"You're human?" everyone looked to Ben staring Kataiq eye to eye to which he responded _'no, we merely look human, for your comfort'_

"_Three hundred years?"_ Gwen mumbled looking at Kevin

"Three earth weeks" she nodded with Kevin smirking.

A moment of awkward silence fell upon them; Kataiq's focus returned to the guitar next to a fidgeting Ben, Kevin leaning back and Gwen shifting her glare to everything around.

"Right, let's get down to business…" Kataiq finally broke the stillness "…you three are involved in a very sticky situation. I am responsible for the Sward of Ogre and everything that happens because of it, and as caretaker for it, it's my job to ensure that it returns to our world for safe keeping…so incidents like this don't happen"

"Look…" Ben stated drawing a deep breath "…we know what the Sword of Ogre is, and what it does."

"There's one thing you don't know. We are a peaceful people whom do not believe in violence, so many millennia ago, my great grandfather however far back in the family line created the Sword as a way to protect our planet without the need for physical contact. It worked perfectly; every time some race thinking the could come in and take over were turned away never to come back…that is until one of our top agents went rogue and ran off with it. Perhaps you know him, a kid about your age…"

"Yeah, Dominick. Unfortunately he was illuminated by the Plumbers"

"That's a shame, he had such potential to be the next emperor. But I guess some are just naturally attracted to a life of crime. And I personally contacted the Plumbers" Kataiq leaned back forcing a sigh. "All right, how much are you asking for?"

"What?" Ben asked lowering a brow from the confusion.

"I presume you're holding it for ransom?"

"What! No. If you want it that bad, just take it" Ben stood up and brought the guitar to Kataiq "We're not looking for ransoms or gains or profits. Truth is, this is just too dangerous to remain on earth"

Kataiq gripped the instrument in his hands, looked down at it then up to Ben. Although he trusted what Ben said, there was still a hint of skepticism.

Just like that, it was over. Kevin, Gwen and Ben found themselves once again sitting in the elders car; this time however, three small packages sat on the dash - each labeled with a name. All three opened up the packages to find a large green gem identical to Kataiq's. Picking up the stone, Ben also spotted a small note folded in half.

_Ben. I know you've been through a lot recently, but don't blame yourself for any of it. That was his style, buy your trust before stabbing you in the back. I couldn't let you go without giving you something for your assistance in this matter, so display it with pride, and remember…you three will always be our friends. _

_Best wishes with your journeys. _

_~Kataiq~_

"That was nice of him" Gwen commented holding up the gem to admire the light glistening through it.

"Like I said, nothing to worry about" Kevin chuckled starting the car before giving the windshield mounted mirror a quick glance, in the mirror Ben smiled keeping his eyes on the gem.

_X_

"What I remember most is how, even on his dying breath, his eyes had a warm glow…" Ben sighed leaning back on a couch in a small office with a shut door. Across from him in an armchair, a man jotted notes in a small notebook.

"Have you talked with anyone about this before?" The man asked inquisitively as he brought an unassuming glare to Ben. Seemingly instinctively Ben brought his knees up to his chest and wrapped his arms around his legs.

"No, not until now. You know, sometimes I find myself wondering, what if I hadn't of avoided him…what if I didn't lie to him…just what if…?"

"Benjamin…" the man uttered "…sometimes people when faced with a dilemma such as this one often ask themselves the _what if's_. It's okay to do that, but just don't let it take over your life. Now, since time is up, I will see you next week?"

"Sure thing, doc…" Ben trailed off while standing up to walk out of the small office.

Walking outside from the Plumbers headquarters on the outskirts of town, Ben immediatly took notice of Kevin and Gwen standing at the front of the elder's car.

"You doing okay?" Gwen asked looking him eye to eye while Kevin stretched his arms out. Within moments he then wrapped his arms around the brunet drawing him closer, slowly, Ben slipped the palm of Kevin's toned and chissled chest.

"I'm sorry about how I acted to you guys..." Ben's soft voice lost itself against Kevin's shirt as Kevin gingerly ran his hand against Ben's hair. Almost instantly the boys exchanged a quick kiss of re-assurance and understanding.

_X_

Two AM.

Ben instantly bolted awake jumping up in bed; short shallow breaths, a bead of frigid cold sweat lining his face along with his clothing and bedding. Mere seconds ago, Dominick's screaming voice pierced the silent stillness of his room and invaded the troubled dreams he had.

_Benjamin, Benjamin, Ben, Ben, Ben buddy…_the whispers continued as he drew his hands over his ears and shut his eyes hoping to make everything go away.

"SHUT UP! SHUT UP! SHUT UP!" his shouting only lead to a click of the over head lights turning on and his parents standing in the door way - both with obvious looks of concern, sympathy and uncertainty.

_END?_

* * *

A/N: hunh...how fun psychology can be...and telepathic aliens to boot.

AND, to the reviewers, thank you thank you thank you. A bajillion times, thank you.


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